VICI PROPERTIES INC.
For the period ended Apr 28, 2026. Filed Mar 16, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 28, 2026 · Filed Mar 16, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒
Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Under Rule 14a-12
VICI PROPERTIES INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
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No fee required.
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Fee paid previously with preliminary materials.
☐
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
A LETTER TO OUR STOCKHOLDERS FROM THE CEO
March 16, 2026
535 Madison Avenue, New York, New York 10022 · Telephone (646) 949-4631
Dear Fellow Stockholders,
You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of VICI Properties Inc. on Tuesday, April 28, 2026, at 10:00 a.m., Eastern Time, which will be held solely by means of remote communication in a virtual meeting format and conducted via live audio webcast in order to continue to provide greater access and visibility to our stockholders.
The virtual meeting has been designed to provide the same rights to participate as you would have at an in-person meeting. In addition, the virtual format provides the opportunity for participation by a broader group of our stockholders and enables the company to communicate more effectively with its stockholders who are able to participate from around the world. You can attend the Annual Meeting by Internet atwww.virtualshareholdermeeting.com/VICI2026 by using the 16-digit control number that appears on your proxy card and the voting instruction form that accompanied your proxy materials. During this virtual meeting, you may ask questions and will be able to vote your shares electronically. You may submit a question in advance of the meeting atwww.proxyvote.com after logging in with your control number found on your proxy card, voting instruction form or Notice of Availability. You will also have the ability to submit questions in advance of the Annual Meeting through the meeting website. All questions submitted should be relevant to the matters properly addressed during this meeting. The business that will be conducted at the Annual Meeting is described in the Notice of Annual Meeting of Stockholders and Proxy Statement.
Your Board of Directors is unanimously recommending a highly qualified, experienced, and actively engaged slate of nominees for election to the Board of Directors at the Annual Meeting. Your Board’s nominees are James R. Abrahamson, Diana F. Cantor, Monica H. Douglas, Elizabeth I. Holland, Craig Macnab, Edward B. Pitoniak and Michael D. Rumbolz. Your Board brings executive and financial leadership, a wide range of complementary skills and backgrounds relevant to the company’s industry, strategy and commitment to creating long-term stockholder value.
At the Annual Meeting, you will be asked to:
| | 1 | | | | 2 | | | | 3 | |
|---|---|---|---|---|---|---|---|---|---|---|
| | Elect the seven members named in the accompanying proxy statement to serve on our Board of Directors | | | | Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 | | | | Approve (on a non-binding, advisory basis) the compensation of our named executive officers | |
In addition, you will be asked to transact any such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof. The accompanying proxy statement provides a detailed description of these proposals and instructions on how to vote your shares.
Your vote is very important. Whether or not you plan to attend the meeting, please vote as soon as possible. Instructions on how to vote are contained in the proxy statement.
On behalf of the Board of Directors and our employees, we thank you for your continued interest in and support of our company.
Sincerely,
| | | | Edward B. Pitoniak Chief Executive Officer | | | | |
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NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS
| | TUESDAY, APRIL 28, 2026 10:00 A.M., EASTERN TIME VIRTUAL MEETING ACCESS: WWW.VIRTUALSHAREHOLDERMEETING.COM/VICI2026 | | | PROXY VOTING | |
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| | Your vote is important. Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares now as instructed in the proxy statement. | | |||
To Our Stockholders:
You are cordially invited to attend the virtual 2026 Annual Meeting of Stockholders of VICI Properties Inc., at which stockholders will vote on the following proposals:
| · Items of Business · · · Board Recommends · | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| | 1. | | | Election of the seven director nominees named in the accompanying proxy statement | | | FOR See page 8 | | | |
| | 2. | | | Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 | | | FOR See page 38 | | | |
| | 3. | | | Approval (on a non-binding, advisory basis) of the compensation of our named executive officers | | | FOR See page 44 | | | |
Other business will be transacted as may properly come before the Annual Meeting or any postponement or adjournment thereof.
| | Record Date | |
|---|---|---|
| | Stockholders of record as of the close of business on March 2, 2026 are entitled to notice of and to vote at the Annual Meeting and at any postponement or adjournment thereof. | |
We have endeavored to provide stockholders attending the Annual Meeting with the same rights and opportunities to participate as they would have at an in-person meeting.
This Notice of Annual Meeting and the accompanying proxy statement are first being made available to our stockholders on or about March 16, 2026.
By Order of the Board of Directors,
| | | | | |
|---|---|---|---|---|
| | Samantha Sacks Gallagher Executive Vice President, General Counsel and Secretary New York, New York March 16, 2026 | | ||
| | IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 28, 2026. | |
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| | The accompanying proxy statement and our 2025 Annual Report are available at https://investors.viciproperties.com/news-events/annual-meeting. In addition, our stockholders may access this information, as well as submit their voting instructions, at www.proxyvote.com by having their proxy card and related instructions in hand. | |
VOTING CAN BE COMPLETED IN MULTIPLE WAYS:
| | | | BY INTERNET Go to www.proxyvote.com | |
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| | | | BY QR CODE Scan the QR code shown on your Proxy Card or Voting Instruction Form with your mobile device | |
| | | | BY TELEPHONE Use the toll-free number shown on your Proxy Card or Voting Instruction Form | |
| | | | BY MAIL Mark, sign, date and return the enclosed Proxy Card and related instructions in the postage-paid envelope | |
| | | | DURING THE MEETING Vote through the virtual portal at www.virtualshareholdermeeting.com/VICI2026 during the Annual Meeting | |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.